Exhibit 99.2
WEBMD HEALTH CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data, unaudited)
| | | | | | | | | | | | | | | | |
| | Three Months Ended | | | Six Months Ended | |
| | June 30, | | | June 30, | |
| | 2007 | | | 2006 | | | 2007 | | | 2006 | |
| | | | | | | | | | | | | | | | |
Revenue | | $ | 78,479 | | | $ | 56,612 | | | $ | 151,441 | | | $ | 106,663 | |
| | | | | | | | | | | | | | | | |
Costs and expenses: | | | | | | | | | | | | | | | | |
Cost of operations | | | 29,956 | | | | 25,716 | | | | 59,619 | | | | 50,426 | |
Sales and marketing | | | 21,929 | | | | 16,932 | | | | 44,799 | | | | 32,469 | |
General and administrative | | | 15,981 | | | | 12,565 | | | | 31,486 | | | | 24,455 | |
Depreciation and amortization | | | 6,942 | | | | 4,013 | | | | 12,935 | | | | 7,542 | |
Interest income | | | 3,051 | | | | 1,468 | | | | 5,036 | | | | 2,916 | |
| | | | | | | | | | | | |
Income (loss) before income tax provision | | | 6,722 | | | | (1,146 | ) | | | 7,638 | | | | (5,313 | ) |
Income tax provision (benefit) | | | 1,332 | | | | (293 | ) | | | 1,542 | | | | (1,401 | ) |
| | | | | | | | | | | | |
Net income (loss) | | $ | 5,390 | | | $ | (853 | ) | | $ | 6,096 | | | $ | (3,912 | ) |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net income (loss) per common share: | | | | | | | | | | | | | | | | |
Basic | | $ | 0.09 | | | $ | (0.02 | ) | | $ | 0.11 | | | $ | (0.07 | ) |
| | | | | | | | | | | | |
Diluted | | $ | 0.09 | | | $ | (0.02 | ) | | $ | 0.10 | | | $ | (0.07 | ) |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Weighted-average shares outstanding used in computing basic and diluted net income (loss) per common share: | | | | | | | | | | | | | | | | |
Basic | | | 57,071 | | | | 56,054 | | | | 57,023 | | | | 56,054 | |
| | | | | | | | | | | | |
Diluted | | | 59,748 | | | | 56,054 | | | | 59,689 | | | | 56,054 | |
| | | | | | | | | | | | |
WEBMD HEALTH CORP.
CONSOLIDATED SEGMENT INFORMATION
(In thousands, except per share data, unaudited)
| | | | | | | | | | | | | | | | |
| | Three Months Ended | | | Six Months Ended | |
| | June 30, | | | June 30, | |
| | 2007 | | | 2006 | | | 2007 | | | 2006 | |
Revenue | | | | | | | | | | | | | | | | |
Online Services: | | | | | | | | | | | | | | | | |
Advertising and sponsorship | | $ | 52,436 | | | $ | 36,219 | | | $ | 99,857 | | | $ | 68,979 | |
Licensing | | | 19,799 | | | | 12,304 | | | | 39,914 | | | | 23,746 | |
Content syndication and other | | | 653 | | | | 1,096 | | | | 1,537 | | | | 1,972 | |
| | | | | | | | | | | | |
Total Online Services | | | 72,888 | | | | 49,619 | | | | 141,308 | | | | 94,697 | |
Publishing and Other Services | | | 5,591 | | | | 6,993 | | | | 10,133 | | | | 11,966 | |
| | | | | | | | | | | | |
| | $ | 78,479 | | | $ | 56,612 | | | $ | 151,441 | | | $ | 106,663 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Earnings (loss) before interest, taxes, depreciation, amortization and other non-cash items (“Adjusted EBITDA”) (a) | | | | | | | | | | | | | | | | |
Online Services | | $ | 14,042 | | | $ | 9,006 | | | $ | 27,034 | | | $ | 16,867 | |
Publishing and Other Services | | | 1,113 | | | | 593 | | | | 728 | | | | (741 | ) |
| | | | | | | | | | | | |
| | | 15,155 | | | | 9,599 | | | | 27,762 | | | | 16,126 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | |
Adjusted EBITDA per basic common share | | $ | 0.27 | | | $ | 0.17 | | | $ | 0.49 | | | $ | 0.29 | |
| | | | | | | | | | | | |
Adjusted EBITDA per diluted common share (c) | | $ | 0.25 | | | $ | 0.17 | | | $ | 0.47 | | | $ | 0.28 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Interest, taxes, depreciation, amortization and other non-cash items (b) | | | | | | | | | | | | | | | | |
Interest income | | | 3,051 | | | | 1,468 | | | | 5,036 | | | | 2,916 | |
Depreciation and amortization | | | (6,942 | ) | | | (4,013 | ) | | | (12,935 | ) | | | (7,542 | ) |
Non-cash advertising | | | — | | | | (1,189 | ) | | | (2,320 | ) | | | (2,794 | ) |
Non-cash stock-based compensation | | | (4,542 | ) | | | (7,011 | ) | | | (9,905 | ) | | | (14,019 | ) |
Income tax (provision) benefit | | | (1,332 | ) | | | 293 | | | | (1,542 | ) | | | 1,401 | |
| | | | | | | | | | | | |
Net income (loss) | | $ | 5,390 | | | $ | (853 | ) | | $ | 6,096 | | | $ | (3,912 | ) |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net income (loss) per common share: | | | | | | | | | | | | | | | | |
Basic | | $ | 0.09 | | | $ | (0.02 | ) | | $ | 0.11 | | | $ | (0.07 | ) |
| | | | | | | | | | | | |
Diluted | | $ | 0.09 | | | $ | (0.02 | ) | | $ | 0.10 | | | $ | (0.07 | ) |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Weighted-average shares outstanding used in computing basic and diluted net income (loss) per common share: | | | | | | | | | | | | | | | | |
Basic | | | 57,071 | | | | 56,054 | | | | 57,023 | | | | 56,054 | |
| | | | | | | | | | | | |
Diluted | | | 59,748 | | | | 56,054 | | | | 59,689 | | | | 56,054 | |
| | | | | | | | | | | | |
| | |
(a) | | See Annex A — Explanation of Non-GAAP Financial Measures |
|
(b) | | Reconciliation of Adjusted EBITDA to net income |
|
(c) | | Three and six months ended June 30, 2006 Adjusted EBITDA per share is calculated based on 58,092 and 57,905 diluted shares, respectively |
WEBMD HEALTH CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, unaudited)
| | | | | | | | |
| | June 30, | | | December 31, | |
| | 2007 | | | 2006 | |
ASSETS | | | | | | | | |
Current assets: | | | | | | | | |
Cash and cash equivalents | | $ | 213,357 | | | $ | 44,660 | |
Short-term investments | | | 26,900 | | | | 9,490 | |
Accounts receivable, net | | | 81,933 | | | | 89,652 | |
Current portion of prepaid advertising | | | 2,363 | | | | 2,656 | |
Due from HLTH | | | — | | | | 143,153 | |
Other current assets | | | 5,232 | | | | 5,360 | |
| | | | | | |
Total current assets | | | 329,785 | | | | 294,971 | |
| | | | | | | | |
Property and equipment, net | | | 48,071 | | | | 44,709 | |
Prepaid advertising | | | 7,433 | | | | 9,459 | |
Goodwill | | | 221,356 | | | | 225,028 | |
Intangible assets, net | | | 42,835 | | | | 45,268 | |
Other assets | | | 499 | | | | 530 | |
| | | | | | |
| | $ | 649,979 | | | $ | 619,965 | |
| | | | | | |
| | | | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | |
Current liabilities: | | | | | | | | |
Accrued expenses | | $ | 24,459 | | | $ | 32,846 | |
Deferred revenue | | | 88,251 | | | | 77,731 | |
Due to HLTH | | | 4,259 | | | | — | |
| | | | | | |
Total current liabilities | | | 116,969 | | | | 110,577 | |
| | | | | | | | |
Deferred tax liability | | | 5,944 | | | | 5,367 | |
Other long-term liabilities | | | 9,655 | | | | 7,912 | |
| | | | | | | | |
Stockholders’ equity | | | 517,411 | | | | 496,109 | |
| | | | | | |
| | $ | 649,979 | | | $ | 619,965 | |
| | | | | | |
WEBMD HEALTH CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)
| | | | | | | | |
| | Six Months Ended | |
| | June 30, | |
| | 2007 | | | 2006 | |
Cash flows from operating activities: | | | | | | | | |
Net income (loss) | | $ | 6,096 | | | $ | (3,912 | ) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | | | | | | |
Depreciation and amortization | | | 12,935 | | | | 7,542 | |
Non-cash advertising | | | 2,320 | | | | 2,794 | |
Non-cash stock-based compensation | | | 9,905 | | | | 14,019 | |
Deferred income taxes | | | 577 | | | | (1,413 | ) |
Changes in operating assets and liabilities: | | | | | | | | |
Accounts receivable | | | 7,719 | | | | 4,221 | |
Other assets | | | (44 | ) | | | (2,945 | ) |
Accrued expenses and other long-term liabilities | | | (7,271 | ) | | | (1,364 | ) |
Due (from) to HLTH | | | 2,136 | | | | (667 | ) |
Deferred revenue | | | 10,519 | | | | 9,984 | |
| | | | | | |
Net cash provided by operating activities | | | 44,892 | | | | 28,259 | |
| | | | | | | | |
Cash flows from investing activities: | | | | | | | | |
Proceeds from maturities and sales of available-for-sale securities | | | 95,256 | | | | 171,000 | |
Purchases of available-for-sale securities | | | (112,667 | ) | | | (192,000 | ) |
Purchases of property and equipment | | | (9,764 | ) | | | (12,775 | ) |
Cash paid in business combinations, net of cash acquired | | | — | | | | (65,568 | ) |
| | | | | | |
Net cash used in investing activities | | | (27,175 | ) | | | (99,343 | ) |
| | | | | | | | |
Cash flows from financing activities: | | | | | | | | |
Proceeds from issuance of common stock | | | 5,723 | | | | — | |
Net cash transfers with HLTH | | | 145,257 | | | | — | |
| | | | | | |
Net cash provided by financing activities | | | 150,980 | | | | — | |
| | | | | | |
| | | | | | | | |
Net increase (decrease) in cash and cash equivalents | | | 168,697 | | | | (71,084 | ) |
| | | | | | | | |
Cash and cash equivalents at beginning of period | | | 44,660 | | | | 75,704 | |
| | | | | | |
Cash and cash equivalents at end of period | | $ | 213,357 | | | $ | 4,620 | |
| | | | | | |